Common use of Designated Borrower Clause in Contracts

Designated Borrower. (a) The Parent may at any time or from time to time upon prior written notice to the Administrative Agent (which shall promptly notify the Lenders thereof), with the consent of the Administrative Agent (such consent not to be unreasonably withheld; provided, the Administrative Agent shall withhold such consent if a Lender has notified the Administrative Agent that such Lender is not permitted under applicable law to lend in the jurisdiction where such Subsidiary is organized, and such withholding of consent is deemed reasonable; provided, further that the Administrative Agent may deem that no such prohibition exists unless it shall receive such notice from the relevant Lender within five Business Days thereof), add as a party to this Agreement any wholly-owned Subsidiary of the Parent to be a “Borrower” hereunder (such additional party, a “Designated Borrower”) by the execution and delivery to the Administrative Agent and the Lenders of (i) a Borrower Request and Assumption, (ii) a supplement to the Guaranty Agreement and (iii) such other opinions, certificates or documents as may be required by Section 4.01(a)(ii), (a)(iii) and (a)(iv) and Section 4.01(e), as applicable to such Designated Borrower. Upon such execution, delivery and consent such Subsidiary shall for all purposes be a party thereto as a Borrower and a Loan Party as fully as if it had executed and delivered this Agreement. So long as the principal and interest on any Loan made to any Designated Borrower under this Agreement shall have been repaid or paid in full, all Letters of Credit issued for the account of such Designated Borrower have expired or been returned and terminated and all other obligations of such Designated Borrower under this Agreement shall have been fully performed, the Parent may, by not less than 5 Business Days’ prior notice to the Administrative Agent (which shall promptly notify the Lenders thereof), terminate such Designated Borrower’s status as a “Borrower”. (b) Each Borrower hereby appoints the Company as its agent, attorney-in-fact and representative for the purpose of (i) making any borrowing requests or other requests required or permitted under this Agreement, (ii) the giving and receipt of notices by and to Borrowers under this Agreement, (iii) the delivery of all documents, reports, financial statements and written materials required to be delivered by Borrowers under this Agreement, and (iv) all other purposes incidental to any of the foregoing. Each Borrower agrees that any action taken by the Company as the agent, attorney-in-fact and representative of the Borrowers shall be binding upon each Borrower to the same extent as if directly taken by such Borrower.

Designated Borrower. A payment by or on behalf of the Designated Borrower, or under the Parent Guarantee in respect of an obligation of the Designated Borrower, shall not be increased under paragraph (a) The Parent may at any time or from time to time upon prior written notice above by reason of a UK Tax Deduction if, on the date on which the payment falls due: (i) the payment could have been made to the Administrative Agent (which shall promptly notify relevant Lender without a Tax Deduction if the Lenders thereof)Lender had been a UK Qualifying Lender, with the consent of the Administrative Agent (such consent not to be unreasonably withheld; provided, the Administrative Agent shall withhold such consent if a Lender has notified the Administrative Agent but on that such date that Lender is not permitted or has ceased to be a UK Qualifying Lender other than as a result of any change after the date it became a Lender under applicable law to lend this Agreement in (or in the jurisdiction where such Subsidiary is organizedinterpretation, and such withholding administration, or application of) any law or UK Treaty or any published practice or published concession of consent is deemed reasonableany relevant taxing authority; provided, further that the Administrative Agent may deem that no such prohibition exists unless it shall receive such notice from or (ii) the relevant Lender within five Business Days thereof), add as is a party to this Agreement any wholly-owned Subsidiary UK Qualifying Lender solely by virtue of paragraph (b) of the Parent to be definition of “UK Qualifying Lender” and: (A) an officer of HM Revenue & Customs has given (and not revoked) a direction (a “Borrower” hereunder (such additional party, a “Designated BorrowerDirection”) by under section 931 of the execution and delivery UK ITA which relates to the Administrative Agent payment and that Lender has received from the Lenders Designated Borrower a certified copy of that Direction; and (iB) a Borrower Request and Assumption, (ii) a supplement the payment could have been made to the Guaranty Agreement and Lender without any UK Tax Deduction if that Direction had not been made; or (iii) such other opinions, certificates or documents as may be required the relevant Lender is a UK Qualifying Lender solely by Section 4.01(a)(ii), (a)(iii) and (a)(iv) and Section 4.01(e), as applicable to such Designated Borrower. Upon such execution, delivery and consent such Subsidiary shall for all purposes be a party thereto as a Borrower and a Loan Party as fully as if it had executed and delivered this Agreement. So long as the principal and interest on any Loan made to any Designated Borrower under this Agreement shall have been repaid or paid in full, all Letters virtue of Credit issued for the account of such Designated Borrower have expired or been returned and terminated and all other obligations of such Designated Borrower under this Agreement shall have been fully performed, the Parent may, by not less than 5 Business Days’ prior notice to the Administrative Agent (which shall promptly notify the Lenders thereof), terminate such Designated Borrower’s status as a “Borrower”. paragraph (b) Each Borrower hereby appoints of the Company as its agentdefinition of “UK Qualifying Lender” and: (A) the relevant Lender has not given a UK Tax Confirmation to the relevant payor; and (B) the payment could have been made to the Lender without any UK Tax Deduction if the Lender had given a UK Tax Confirmation to the relevant payor, attorney-in-fact and representative on the basis that the UK Tax Confirmation would have enabled such payor to have formed a reasonable belief that the payment was an “excepted payment” for the purpose of (i) making any borrowing requests or other requests required or permitted under this Agreement, (ii) section 930 of the giving and receipt of notices by and to Borrowers under this Agreement, (iii) the delivery of all documents, reports, financial statements and written materials required to be delivered by Borrowers under this Agreement, and UK ITA; or (iv) all other purposes incidental the relevant Lender is a UK Treaty Lender and the party making the payment is able to any of demonstrate that the foregoing. Each Borrower agrees that any action taken by the Company as the agent, attorney-in-fact and representative of the Borrowers shall be binding upon each Borrower payment could have been made to the same extent Lender without the UK Tax Deduction had that Lender complied with its obligations under paragraphs 3.05(f)(iv)(A), (B) or (C) (as if directly taken by such Borrowerapplicable) below.

Designated Borrower. (a) The Parent may at any time or from time to time upon prior written notice to the Administrative Agent (which shall promptly notify the Lenders thereof), with the consent of the Administrative Agent (such consent not to be unreasonably withheld; provided, the Administrative Agent shall withhold such consent if a Lender has notified the Administrative Agent that such Lender is not permitted under applicable law to lend in the jurisdiction where such Subsidiary is organized, organized or against such Lender’s internal policies for such Lender to do so and such withholding of consent is deemed reasonable; provided, further that the Administrative Agent may deem that no such prohibition exists unless it shall receive such notice from the relevant Lender within five Business Days thereof), add as a party to this Agreement any wholly-owned Subsidiary of the Parent to be a “Borrower” hereunder (such additional party, a “Designated Borrower”) by the execution and delivery to the Administrative Agent and the Lenders of (i) a Borrower Request and Assumption, (ii) a supplement to the Guaranty Agreement and (iii) such other opinions, certificates or documents as may be required by Section 4.01(a)(ii4.01(a)(iii), (a)(iiia)(iv) and (a)(iva)(v) and Section 4.01(e), as applicable to such Designated Borrower; provided, further that, as of the Effective Date, WNA shall be designated as a Designated Borrower (without the delivery of any additional documents pursuant to this Section 2.18). Upon such execution, delivery and consent such Subsidiary shall for all purposes be a party thereto as a Borrower and a Loan Party as fully as if it had executed and delivered this Agreement. So long as the principal and interest on any Loan made to any Designated Borrower under this Agreement shall have been repaid or paid in full, all Letters of Credit issued for the account of such Designated Borrower have expired or been returned and terminated and all other obligations of such Designated Borrower under this Agreement shall have been fully performed, the Parent may, by not less than 5 Business Days’ prior notice to the Administrative Agent (which shall promptly notify the Lenders thereof), terminate such Designated Borrower’s status as a “Borrower”. (b) Each Borrower hereby appoints the Company as its agent, attorney-in-fact and representative for the purpose of (i) making any borrowing requests or other requests required or permitted under this Agreement, (ii) the giving and receipt of notices by and to Borrowers under this Agreement, (iii) the delivery of all documents, reports, financial statements and written materials required to be delivered by Borrowers under this Agreement, and (iv) all other purposes incidental to any of the foregoing. Each Borrower agrees that any action taken by the Company as the agent, attorney-in-fact and representative of the Borrowers shall be binding upon each Borrower to the same extent as if directly taken by such Borrower▇▇▇▇▇▇▇▇.

Designated Borrower. (a) The Parent Company may at any time or time, (i) in the case of any Domestic Subsidiary, upon at least ten (10) Business Days’ prior notice from time to time upon prior written notice the Company to the Administrative Agent and (ii) in the case of any Foreign Subsidiary, at least fifteen (15), Business Days’ prior notice from the Company to the Agent (or such shorter period as may be agreed by the Agent in its sole discretion), designate any Wholly-Owned Subsidiary of the Company (an “Applicant Borrower”) as a Designated Borrower to receive Loans hereunder by delivering to the Agent (which shall promptly notify the Lenders thereofdeliver counterparts thereof to each Lender), (A) a duly executed notice and agreement in substantially the form of Exhibit I, and (B) with the consent respect to any Foreign Subsidiary, a duly executed counterpart of the Administrative Agent Foreign Subsidiary Guaranty guaranteeing the other Borrowers that are Foreign Subsidiaries’ obligations under the Loan Documents (such consent not to be unreasonably withheld; provided, the Administrative Agent shall withhold such consent that, if a Lender has notified Foreign Subsidiary incorporated in Australia is restricted from becoming a Borrower (and a Guarantor) by reason of section 260A of the Administrative Agent that such Lender is not permitted under applicable law to lend in the jurisdiction where such Subsidiary is organized, and such withholding of consent is deemed reasonable; provided, further that the Administrative Agent may deem that no such prohibition exists unless Australian Corporations Act it shall receive such notice from conduct a financial assistance ‘whitewash’ pursuant to section 260B of the relevant Lender within five Business Days thereof), add Australian Corporations Act to overcome that restriction prior to its designation as a party Borrower). The parties hereto acknowledge and agree that prior to this Agreement any wholly-owned Subsidiary of Applicant Borrower becoming entitled to utilize the Parent to be a “Borrower” hereunder (such additional partycredit facilities provided for herein, a “Designated Borrower”) by the execution and delivery to the Administrative Agent and the Lenders under such credit facilities shall have received such supporting resolutions, incumbency certificates, opinions of (i) counsel and other documents or information, including all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act and, in the case of any Applicant Borrower that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification in relation to such Applicant Borrower Request to any Lender that so requests, in each case, in form, content and Assumption, (ii) a supplement scope reasonably satisfactory to the Guaranty Agreement and (iii) such other opinionsAgent, certificates or documents as may be required by Section 4.01(a)(iithe Agent or such Lenders in their sole discretion, and Notes signed by such new Borrowers to the extent any of such Lenders so require. If the Agent and, with respect only to a putative Borrower (x) under a Facility under which Borrowings of any Foreign Currency may be made or (y) that is an entity organized or formed outside of the United States, each Lender under such Facility, approve (in each case its sole discretion) an Applicant Borrower and agree that an Applicant Borrower shall be entitled to receive Loans hereunder, then promptly following receipt of all such requested resolutions, incumbency certificates, opinions of counsel and other documents or information (provided, that, if the Agent shall have already reasonably recently received any such required information or corporate formality with respect to an Applicant Borrower, then the Agent may, in its sole discretion, waive the delivery of such information or corporate formality which would otherwise be required pursuant hereto), (a)(iii) the Agent shall send a notice in substantially the form of Exhibit J to the Company and (a)(iv) and Section 4.01(e)the Lenders specifying the effective date upon which the Applicant Borrower shall constitute a Designated Borrower for purposes hereof, as applicable whereupon each of the Lenders agrees to permit such Designated Borrower. Upon Borrower to receive Loans hereunder, on the terms and conditions set forth herein, and each of the parties agrees that such execution, delivery and consent such Subsidiary Designated Borrower otherwise shall be a Borrower for all purposes be a party thereto as a Borrower and a Loan Party as fully as if it had executed and delivered of this Agreement. So long as the principal and interest ; provided, that, no Notice of Borrowing or Notice of Application may be submitted by or on any Loan made to any Designated Borrower under this Agreement shall have been repaid or paid in full, all Letters of Credit issued for the account behalf of such Designated Borrower have expired or been returned and terminated and all other obligations until the date five Business Days after such effective date. Upon the effectiveness of the designation of any Designated Borrower pursuant to this Section 9.09, such Designated Borrower under shall be deemed to be a Transpacific Revolver Borrower, Multicurrency Revolver Borrower and/or Borrower for purposes of any other Facility, as specified by the Company and the Agent in the notices delivered pursuant to Exhibit I and Exhibit J and, in any event, subject to the consent of the applicable Lenders in accordance with the immediately preceding sentence. In addition, this Agreement shall have been fully performed, the Parent may, by not less than 5 Business Days’ prior notice be deemed amended to the Administrative extent (but only to the extent) necessary to reflect such designation, and any such deemed amendment may be memorialized in writing by the Agent (which shall promptly notify and the Lenders thereof), terminate such Designated Borrower’s status as a “Borrower”Company and furnished to the other Persons then party to this Agreement. (b) The Obligations of the Company and each Designated Borrower that is a Domestic Subsidiary shall be joint and several in nature. The Obligations of all Designated Borrowers that are Foreign Subsidiaries shall be several in nature. (c) Each Borrower Subsidiary of the Company that is or becomes a “Designated Borrower” pursuant to this Section 9.09 hereby irrevocably appoints the Company as its agentagent for all purposes relevant to this Agreement and each of the other Loan Documents, attorney-in-fact and representative for the purpose of including (i) making any borrowing requests or other requests required or permitted under this Agreement, (ii) the giving and receipt of notices by and to Borrowers under this Agreementnotices, (iiiii) the execution and delivery of all documents, reports, financial statements instruments and written materials required to be delivered by Borrowers under this Agreementcertificates contemplated herein and all modifications hereto, and (iviii) all other purposes incidental the receipt of the proceeds of any Loans made by the Lenders to any such Designated Borrower hereunder. Any acknowledgment, consent, direction, certification or other action which might otherwise be valid or effective only if given or taken by all Borrowers, or by each Borrower acting singly, shall be valid and effective if given or taken only by the Company, whether or not any such other Borrower joins therein. Any notice, demand, consent, acknowledgement, direction, certification or other communication delivered to the Company in accordance with the terms of this Agreement shall be deemed to have been delivered to each Designated Borrower. (d) The Company may from time to time, upon not less than 10 Business Days’ notice from the Company to the Agent (or such shorter period as may be agreed by the Agent in its sole discretion), terminate a Designated Borrower’s status as such; provided, that, there are no outstanding Loans payable by such Designated Borrower, or other amounts payable by such Designated Borrower on account of any Loans made to it, as of the foregoingeffective date of such termination. Each Borrower agrees that The Agent will promptly notify the Lenders of any action taken by the Company as the agent, attorney-in-fact and representative such termination of the Borrowers shall be binding upon each Borrower to the same extent as if directly taken by such a Designated Borrower’s status.

Designated Borrower. (a) The Parent may at any time or from time to time upon prior written notice to Effective as of the Administrative Agent (which shall promptly notify the Lenders thereof), date that ITC^Deltacom becomes a Guarantor in accordance with the consent of terms hereof, ITC^Deltacom shall also become the Administrative Agent (such consent not to be unreasonably withheld; provided, the Administrative Agent shall withhold such consent if a Lender has notified the Administrative Agent that such Lender is not permitted under applicable law to lend in the jurisdiction where such Subsidiary is organized, and such withholding of consent is deemed reasonable; provided, further that the Administrative Agent may deem that no such prohibition exists unless it shall receive such notice from the relevant Lender within five Business Days thereof), add as a party to this Agreement any wholly-owned Subsidiary of the Parent to be a “Designated Borrower” hereunder (such additional party, a “Designated Borrower”) by and may receive Revolving Loans for its account on the execution terms and delivery to the Administrative Agent and the Lenders of (i) a Borrower Request and Assumption, (ii) a supplement to the Guaranty Agreement and (iii) such other opinions, certificates or documents as may be required by Section 4.01(a)(ii), (a)(iii) and (a)(iv) and Section 4.01(e), as applicable to such Designated Borrower. Upon such execution, delivery and consent such Subsidiary shall for all purposes be a party thereto as a Borrower and a Loan Party as fully as if it had executed and delivered conditions set forth in this Agreement. So long as the principal and interest on any Loan made to any Designated Borrower under this Agreement shall have been repaid or paid in full, all Letters of Credit issued for the account of such Designated Borrower have expired or been returned and terminated and all other obligations of such Designated Borrower under this Agreement shall have been fully performed, the Parent may, by not less than 5 Business Days’ prior notice to the Administrative Agent (which shall promptly notify the Lenders thereof), terminate such Designated Borrower’s status as a “Borrower”. (b) Each The Designated Borrower hereby irrevocably appoints the Company as its agentagent for all purposes relevant to this Agreement and each of the other Credit Documents, attorney-in-fact and representative for the purpose of including (i) making any borrowing requests or other requests required or permitted under this Agreement, (ii) the giving and receipt of notices by and to Borrowers under this Agreementnotices, (iiiii) the execution and delivery of all documents, reports, financial statements instruments and written materials required to be delivered by Borrowers under this Agreementcertificates contemplated herein and all modifications hereto, and (iviii) all other purposes incidental to any the receipt of the foregoingproceeds of any Loans made by the Lenders to the Designated Borrower hereunder. Each Borrower agrees that any Any acknowledgment, consent, direction, certification or other action which might otherwise be valid or effective only if given or taken by all Borrowers, or by each Borrower acting singly, shall be valid and effective if given or taken only by the Company, whether or not the other Borrower joins therein. Any notice, demand, consent, acknowledgement, direction, certification or other communication delivered to the Company in accordance with the terms of this Agreement shall be deemed to have been delivered to the Designated Borrower. (c) Upon becoming the Designated Borrower, ITC^Deltacom shall execute and deliver to the Administrative Agent (for further distribution to the Lenders) a Revolving Note for each Lender and will, at its expense, promptly execute, acknowledge and deliver such further documents (including without limitation copies of resolutions approving its designation as a Borrower hereunder) and do such other acts and things as the agentAdministrative Agent or the Collateral Agent may reasonably request in connection with its becoming the Designated Borrower hereunder. (d) The Company may from time to time, attorney-in-fact and representative upon not less than fifteen (15) Business Days’ notice from the Company to the Administrative Agent (or such shorter period as may be agreed by the Administrative Agent in its sole discretion), terminate the Designated Borrower’s status as such, provided that there are no outstanding Loans payable by the Designated Borrower, or other amounts payable by such Designated Borrower on account of any Loans made to it, as of the Borrowers shall be binding upon each Borrower to effective date of such termination. The Administrative Agent will promptly notify the same extent as if directly taken by Lenders of any such termination of the Designated Borrower’s status.

Designated Borrower. (a) The Parent Timken may at any time or and from time to time time, upon prior written not less than 10 Business Days’ notice from Timken to the Co-Administrative Agent Agents (or such shorter period as may be agreed by the Co-Administrative Agents in their sole discretion), designate any Foreign Subsidiary of Timken (an “Applicant Designated Borrower”) as a Designated Borrower to receive Loans hereunder by delivering to the Co-Administrative Agents (which shall promptly notify deliver counterparts thereof to each Lender) a duly executed notice and agreement in substantially the Lenders thereof), with the consent form of the Administrative Agent Exhibit I (such consent not to be unreasonably withheld; provided, the Administrative Agent shall withhold such consent if a Lender has notified the Administrative Agent that such Lender is not permitted under applicable law to lend in the jurisdiction where such Subsidiary is organized, and such withholding of consent is deemed reasonable; provided, further that the Administrative Agent may deem that no such prohibition exists unless it shall receive such notice from the relevant Lender within five Business Days thereof), add as a party to this Agreement any wholly-owned Subsidiary of the Parent to be a “Borrower” hereunder (such additional party, a “Designated BorrowerBorrower Request and Assumption Agreement”). The parties hereto acknowledge and agree that prior to any Applicant Designated Borrower becoming entitled to utilize the credit facilities provided for herein (i) by the execution Co-Administrative Agents and delivery the Lenders must each agree in writing to such Designated Borrower becoming a Borrower hereunder and (ii) the Co-Administrative Agent and the Lenders shall have received such supporting resolutions, incumbency certificates, opinions of counsel and other documents or information (i) a including, without limitation, all documentation and other information with respect to such Designated Borrower Request requested by any such Lender in order to comply with its obligations under applicable “know your customer” and Assumptionanti-money laundering rules and regulations, (ii) a supplement including the Patriot Act), in form, content and scope reasonably satisfactory to the Guaranty Agreement and (iii) such other opinionsCo-Administrative Agents, certificates or documents as may be required by Section 4.01(a)(ii)the Co-Administrative Agents in their sole discretion, (a)(iii) and (a)(iv) and Section 4.01(e), as applicable to Notes signed by such Designated BorrowerBorrower to the extent any Lenders so require. Upon If the Co-Administrative Agents and each of the Lenders agree that the Applicant Designated Borrower shall be entitled to receive Loans hereunder, then promptly following receipt of all such executionrequested resolutions, delivery incumbency certificates, opinions of counsel and consent other documents or information and the fully executed Timken Guaranty Agreement, the Co-Administrative Agents shall send a notice in substantially the form of Exhibit J (a “Designated Borrower Notice”) to Timken and the Lenders specifying the effective date upon which the Applicant Designated Borrower shall constitute a Designated Borrower for purposes hereof, whereupon each of the Lenders agrees to permit such Subsidiary Designated Borrower to receive Loans hereunder, on the terms and conditions set forth herein, and each of the parties agrees that such Designated Borrower otherwise shall be a Borrower for all purposes be a party thereto as a Borrower and a Loan Party as fully as if it had executed and delivered of this Agreement. So long as the principal and interest ; provided that no Committed Loan Notice may be submitted on any Loan made to any Designated Borrower under this Agreement shall have been repaid or paid in full, all Letters of Credit issued for the account behalf of such Designated Borrower have expired or been returned and terminated and all other obligations of until the date five Business Days after such Designated Borrower under this Agreement shall have been fully performed, the Parent may, by not less than 5 Business Days’ prior notice to the Administrative Agent (which shall promptly notify the Lenders thereof), terminate such Designated Borrower’s status as a “Borrower”effective date. (b) Each The Obligations of each Borrower hereby appoints (including each Designated Borrower) shall be several in nature. Notwithstanding anything in this Agreement or any other Loan Document to the Company as its agentcontrary, attorney-in-fact and representative for the purpose of (i) making any borrowing requests or other requests required or permitted the obligation of each Designated Borrower, in its capacity as such, under this Agreement, Agreement and the other Loan Documents is several and not joint and (ii) each Designated Borrower shall not have any liability for the payment of any Obligation other than the Designated Borrower Obligations of such Designated Borrower. (c) Any Foreign Subsidiary of Timken that becomes the “Designated Borrower” pursuant to this Section 2.17 hereby irrevocably appoints Timken as its agent for all purposes relevant to this Agreement and each of the other Loan Documents, including (i) the giving and receipt of notices by and to Borrowers under this Agreement, (iiiii) the execution and delivery of all documents, reportsinstruments and certificates contemplated herein and all modifications hereto. Any acknowledgment, financial statements consent, direction, certification or other action which might otherwise be valid or effective only if given or taken by all Borrowers, or by Timken and written materials required the Designated Borrowers acting singly, shall be valid and effective if given or taken only by Timken, whether or not the Designated Borrowers join therein. Any notice, demand, consent, acknowledgement, direction, certification or other communication delivered to Timken in accordance with the terms of this Agreement shall be deemed to have been delivered to the applicable Designated Borrower. (d) Timken may from time to time, upon not less than 10 Business Days’ notice from Timken to the Co-Administrative Agents (or such shorter period as may be agreed by Borrowers under this Agreementthe Co-Administrative Agents in its sole discretion), and (iv) all terminate any Designated Borrower’s status as such, provided that there are no outstanding Loans payable by such Designated Borrower, or other purposes incidental amounts payable by such Designated Borrower on account of any Loans made to any it, as of the foregoingeffective date of such termination. Each Borrower agrees that The Co-Administrative Agents will promptly notify the Lenders of any action taken by the Company as the agent, attorney-in-fact and representative such termination of the Borrowers shall be binding upon each Borrower to the same extent as if directly taken by such Designated Borrower’s status.

Designated Borrower. (a) The Parent Alterra Capital may designate any Wholly-Owned direct or indirect Subsidiary (an “Applicant Borrower”) as a Designated Borrower to request Letters of Credit and receive Loans hereunder by delivering to the Administrative Agent a duly executed Designated Borrower Request at least 15 Business Days (unless such Applicant Borrower is (i) organized in Bermuda, Ireland, the United Kingdom or the United States, in which case at least ten Business Days or (ii) Alterra Reinsurance USA, in which case at least five Business Days) prior to the proposed date specified in such Designated Borrower Request (the “Designated Date”) on which such Applicant Borrower is requested to become a Designated Borrower (or, in each case, such shorter period as may be agreed by the Administrative Agent in its sole discretion). Promptly following its receipt of a Designated Borrower Request, the Administrative Agent shall deliver a copy thereof to each Lender and, if such Applicant Borrower is organized in a jurisdiction other than Bermuda, Ireland, the United Kingdom or the United States, such Lender shall, not later than the Designated Date specified therein, notify the Administrative Agent whether such Lender consents to such Applicant Borrower becoming a Designated Borrower. Each Lender agrees that it consents to the designation of any time Applicant Borrower organized in Bermuda, Ireland, the United Kingdom or the United States as a Designated Borrower entitled to request Loans and Letters of Credit. (b) Promptly following receipt of the necessary consents (if any) and satisfaction of the conditions set forth in Section 4.02(e), the Administrative Agent shall send a notice in substantially the form of Exhibit I (a “Designated Borrower Notice”) to Alterra Capital and the Lenders specifying the effective date upon which the applicable Applicant Borrower shall constitute a Designated Borrower for purposes hereof, whereupon each of the Lenders agrees to permit such Designated Borrower to request Letters of Credit and subject to receipt of consent from all the Lenders (if required under Section 2.14(a)), request Loans hereunder, on the terms and conditions set forth herein, and each of the parties agrees that such Designated Borrower otherwise shall be a Borrower for all purposes of this Agreement; provided that other than with regard to Alterra Reinsurance USA, no Loan Notice or Letter of Credit Application may be submitted by or on behalf of such Designated Borrower until the date five Business Days after the applicable Designated Date. (c) If there are outstanding Letters of Credit which show the Designated Borrower as the account party, then on the applicable Designated Date, such Letters of Credit shall be deemed to be L/C Obligations of such Designated Borrower (and Alterra Bermuda shall cease to be liable for such Letters of Credit), such Designated Borrower shall execute such documents as may be reasonably requested by the Applicable Issuing Parties to reflect the same and such Designated Borrower shall comply with the provisions of Section 6.10 with respect to such Letters of Credit. (d) Each Subsidiary that becomes a “Designated Borrower” pursuant to this Section 2.14 hereby irrevocably appoints Alterra Capital as its agent for all purposes relevant to this Agreement and each of the other Loan Documents, including (i) the giving and receipt of notices, (ii) the execution and delivery of all documents, instruments and certificates contemplated herein and all modifications hereto, and (iii) the receipt of the proceeds of any Loans, if any, made by the Lenders, to any such Designated Borrower hereunder. Any acknowledgment, consent, direction, certification or other action which might otherwise be valid or effective only if given or taken by all Borrowers, or by each Borrower acting singly, shall be valid and effective if given or taken only by Alterra Capital, whether or not any such other Borrower joins therein. Any notice, demand, consent, acknowledgement, direction, certification or other communication delivered to Alterra Capital in accordance with the terms of this Agreement shall be deemed to have been delivered to each Designated Borrower. (e) Alterra Capital may from time to time time, upon prior written not less than 10 Business Days’ notice from Alterra Capital to the Administrative Agent (which shall promptly notify the Lenders thereof), with the consent of or such shorter period as may be agreed by the Administrative Agent (such consent not to be unreasonably withheld; provided, the Administrative Agent shall withhold such consent if a Lender has notified the Administrative Agent that such Lender is not permitted under applicable law to lend in the jurisdiction where such Subsidiary is organized, and such withholding of consent is deemed reasonable; provided, further that the Administrative Agent may deem that no such prohibition exists unless it shall receive such notice from the relevant Lender within five Business Days thereofits sole discretion), add as terminate a party to this Agreement any wholly-owned Subsidiary of the Parent to be a “Borrower” hereunder (such additional party, a “Designated Borrower”) ’s status as such, provided that there are no outstanding Loans payable by the execution and delivery to the Administrative Agent and the Lenders of (i) a Borrower Request and Assumption, (ii) a supplement to the Guaranty Agreement and (iii) such other opinions, certificates or documents as may be required by Section 4.01(a)(ii), (a)(iii) and (a)(iv) and Section 4.01(e), as applicable to such Designated Borrower. Upon such execution, delivery and consent such Subsidiary shall for all purposes be a party thereto as a Borrower and a Loan Party as fully as if it had executed and delivered this Agreement. So long as the principal and interest on any Loan made to any Designated Borrower under this Agreement shall have been repaid or paid in full, all Letters of Credit issued for the account of such Designated Borrower have expired Borrower, or been returned and terminated and all other obligations of amounts payable by such Designated Borrower under this Agreement shall have been fully performedon account of any Loans or Letters of Credit made to it, as of the Parent may, by not less than 5 Business Days’ prior notice to the effective date of such termination. The Administrative Agent (which shall will promptly notify the Lenders thereof), terminate of any such termination of a Designated Borrower’s status as a “Borrower”status. (b) Each Borrower hereby appoints the Company as its agent, attorney-in-fact and representative for the purpose of (i) making any borrowing requests or other requests required or permitted under this Agreement, (ii) the giving and receipt of notices by and to Borrowers under this Agreement, (iii) the delivery of all documents, reports, financial statements and written materials required to be delivered by Borrowers under this Agreement, and (iv) all other purposes incidental to any of the foregoing. Each Borrower agrees that any action taken by the Company as the agent, attorney-in-fact and representative of the Borrowers shall be binding upon each Borrower to the same extent as if directly taken by such Borrower.

Designated Borrower. (a) The Parent Alterra Capital may designate any Wholly-Owned direct or indirect Subsidiary (an “Applicant Borrower”) as a Designated Borrower to request Letters of Credit and receive Loans hereunder by delivering to the Administrative Agent a duly executed Designated Borrower Request at least 15 Business Days (unless such Applicant Borrower is (i) organized in Bermuda, Ireland, the United Kingdom or the United States, in which case at least ten Business Days or (ii) Alterra Reinsurance USA, in which case at least five Business Days) prior to the proposed date specified in such Designated Borrower Request (the “Designated Date”) on which such Applicant Borrower is requested to become a Designated Borrower (or, in each case, such shorter period as may be agreed by the Administrative Agent in its sole discretion). Promptly following its receipt of a Designated Borrower Request, the Administrative Agent shall deliver a copy thereof to each Lender and, if such Applicant Borrower is organized in a jurisdiction other than Bermuda, Ireland, the United Kingdom or the United States, such Lender shall, not later than the Designated Date specified therein, notify the Administrative Agent whether such Lender consents to such Applicant Borrower becoming a Designated Borrower. Each Lender agrees that it consents to the designation of any time Applicant Borrower organized in Bermuda, Ireland, the United Kingdom or the United States as a Designated Borrower entitled to request Loans and Letters of Credit. (b) Promptly following receipt of the necessary consents (if any) and satisfaction of the conditions set forth in Section 4.02(e), the Administrative Agent shall send a notice in substantially the form of Exhibit I (a “Designated Borrower Notice”) to Alterra Capital and the Lenders specifying the effective date upon which the applicable Applicant Borrower shall constitute a Designated Borrower for purposes hereof, whereupon each of the Lenders agrees to permit such Designated Borrower to request Letters of Credit and subject to receipt of consent from all the Lenders (if required under Section 2.14(a)), request Loans hereunder, on the terms and conditions set forth herein, and each of the parties agrees that such Designated Borrower otherwise shall be a Borrower for all purposes of this Agreement; provided that other than with regard to Alterra Reinsurance USA, no Loan Notice or Letter of Credit Application may be submitted by or on behalf of such Designated Borrower until the date five Business Days after the applicable Designated Date. (c) If there are outstanding Letters of Credit which show the Designated Borrower as the account party, then on the applicable Designated Date, such Letters of Credit shall be deemed to be L/C Obligations of such Designated Borrower (and Alterra Bermuda shall cease to be liable for such Letters of Credit), such Designated Borrower shall execute such documents as may be reasonably requested by the Applicable Issuing Parties to reflect the same and such Designated Borrower shall comply with the provisions of Section 6.10 with respect to such Letters of Credit. (d) Each Subsidiary that becomes a “Designated Borrower” pursuant to this Section 2.14 hereby irrevocably appoints Alterra Capital as its agent for all purposes relevant to this Agreement and each of the other Loan Documents, including (i) the giving and receipt of notices, (ii) the execution and delivery of all documents, instruments and certificates contemplated herein and all modifications hereto, and (iii) the receipt of the proceeds of any Loans, if any, made by the Lenders, to any such Designated Borrower hereunder. Any acknowledgment, consent, direction, certification or other action which might otherwise be valid or effective only if given or taken by all Borrowers, or by each Borrower acting singly, shall be valid and effective if given or taken only by Alterra Capital, whether or not any such other Borrower joins therein. Any notice, demand, consent, acknowledgement, direction, certification or other communication delivered to Alterra Capital in accordance with the terms of this Agreement shall be deemed to have been delivered to each Designated Borrower. (e) Alterra Capital may from time to time time, upon prior written not less than 10 Business Days' notice from Alterra Capital to the Administrative Agent (which shall promptly notify the Lenders thereof), with the consent of or such shorter period as may be agreed by the Administrative Agent (such consent not to be unreasonably withheld; provided, the Administrative Agent shall withhold such consent if a Lender has notified the Administrative Agent that such Lender is not permitted under applicable law to lend in the jurisdiction where such Subsidiary is organized, and such withholding of consent is deemed reasonable; provided, further that the Administrative Agent may deem that no such prohibition exists unless it shall receive such notice from the relevant Lender within five Business Days thereofits sole discretion), add as terminate a party to this Agreement any wholly-owned Subsidiary of the Parent to be a “Borrower” hereunder (such additional party, a “Designated Borrower”) 's status as such, provided that there are no outstanding Loans payable by the execution and delivery to the Administrative Agent and the Lenders of (i) a Borrower Request and Assumption, (ii) a supplement to the Guaranty Agreement and (iii) such other opinions, certificates or documents as may be required by Section 4.01(a)(ii), (a)(iii) and (a)(iv) and Section 4.01(e), as applicable to such Designated Borrower. Upon such execution, delivery and consent such Subsidiary shall for all purposes be a party thereto as a Borrower and a Loan Party as fully as if it had executed and delivered this Agreement. So long as the principal and interest on any Loan made to any Designated Borrower under this Agreement shall have been repaid or paid in full, all Letters of Credit issued for the account of such Designated Borrower have expired Borrower, or been returned and terminated and all other obligations of amounts payable by such Designated Borrower under this Agreement shall have been fully performedon account of any Loans or Letters of Credit made to it, as of the Parent may, by not less than 5 Business Days’ prior notice to the effective date of such termination. The Administrative Agent (which shall will promptly notify the Lenders thereof), terminate of any such termination of a Designated Borrower’s status as a “Borrower”'s status. (b) Each Borrower hereby appoints the Company as its agent, attorney-in-fact and representative for the purpose of (i) making any borrowing requests or other requests required or permitted under this Agreement, (ii) the giving and receipt of notices by and to Borrowers under this Agreement, (iii) the delivery of all documents, reports, financial statements and written materials required to be delivered by Borrowers under this Agreement, and (iv) all other purposes incidental to any of the foregoing. Each Borrower agrees that any action taken by the Company as the agent, attorney-in-fact and representative of the Borrowers shall be binding upon each Borrower to the same extent as if directly taken by such Borrower.

Designated Borrower. (a) The Parent may Substantially concurrently with (or at any time or from time after) the effectiveness of the Specified Acquisition Transaction (but solely to time the extent New Mylan is not a Successor Borrower hereunder), Mylan may (upon not less than 15 Business Days’ prior written notice to the Administrative Agent and the Lenders (or such shorter time as the Administrative Agent may agree)), subject to the provisions of this Section 2.21(a), designate New Mylan as a borrower hereunder to receive Loans and make Borrowings hereunder by delivering to the Administrative Agent (which shall promptly notify deliver counterparts thereof to each Lender) a duly executed notice and agreement in substantially the form of Exhibit G (the “Designated Borrower Request and Assumption Agreement”). The Administrative Agent and each Lender agree that New Mylan may become a “Designated Borrower” pursuant hereto without any requirement of further consent from the Lenders thereof)or the Administrative Agent, with provided that (i) New Mylan is organized under the consent laws of a Permitted Jurisdiction, (ii) New Mylan takes all such actions and executes and delivers to the Administrative Agent (A) a joinder to this Agreement in the form of Exhibit I, (B) all documents and other information reasonably requested by the Lenders in order to allow the Lenders to comply with applicable “know your customer” and anti-money laundering rules and regulations, including the Act, (C) customary legal opinions substantially similar to those delivered pursuant to Section 4.01(b) (with such consent changes as may be appropriate to reflect local law concerns), (D) customary closing documents substantially similar to those delivered pursuant to Section 4.01(c) and (E) other documentation required under applicable Laws or this Section 2.21(a) or that may be reasonably required by the Administrative Agent, (iii) each Lender, at the time of such designation, shall be permitted under applicable Laws and shall be licensed to make Loans and other applicable extensions of credit to New Mylan in accordance with the terms of this Agreement and the other Loan Documents, or, if any such Lender is not so permitted, such Lender may be replaced pursuant to be unreasonably withheld; providedSection 2.18, and (iv) New Mylan shall have all governmental approvals and authorizations necessary to act, and perform its obligations, as a Borrower in connection with this Agreement and the Loan Documents. Subject to satisfaction of the requirements set forth above, the Administrative Agent shall withhold send a notice in substantially the form of Exhibit H (the “Designated Borrower Notice”) to Mylan and the Lenders specifying the effective date upon which New Mylan shall constitute a designated borrower for purposes hereof (New Mylan, upon the satisfaction of such consent if a Lender has notified conditions, the Administrative Agent that such Lender is not permitted under applicable law to lend in the jurisdiction where such Subsidiary is organized, and such withholding of consent is deemed reasonable; provided, further that the Administrative Agent may deem that no such prohibition exists unless it shall receive such notice from the relevant Lender within five Business Days thereof), add as a party to this Agreement any wholly-owned Subsidiary of the Parent to be a “Borrower” hereunder (such additional party, a “Designated Borrower”) by the execution and delivery to the Administrative Agent and ), whereupon each of the Lenders agrees to permit such Designated Borrower to receive Loans and make Borrowings hereunder, on the terms and conditions set forth herein, and each of (i) the parties agrees that the Designated Borrower otherwise shall be a Borrower Request and Assumption, (ii) a supplement to the Guaranty Agreement and (iii) such other opinions, certificates or documents as may be required by Section 4.01(a)(ii), (a)(iii) and (a)(iv) and Section 4.01(e), as applicable to such Designated Borrower. Upon such execution, delivery and consent such Subsidiary shall for all purposes be a party thereto as a Borrower and a Loan Party as fully as if it had executed and delivered of this Agreement. So long as the principal and interest on any Loan made to any Designated Borrower under this Agreement shall have been repaid or paid in full, all Letters of Credit issued for the account of such Designated Borrower have expired or been returned and terminated and all other obligations of such Designated Borrower under this Agreement shall have been fully performed, the Parent may, by not less than 5 Business Days’ prior notice to the Administrative Agent (which shall promptly notify the Lenders thereof), terminate such Designated Borrower’s status as a “Borrower”. (b) Each Borrower hereby appoints the Company as its agent, attorney-in-fact and representative for the purpose of (i) making any borrowing requests or other requests required or permitted under this Agreement, (ii) the giving and receipt of notices by and to Borrowers under this Agreement, (iii) the delivery of all documents, reports, financial statements and written materials required to be delivered by Borrowers under this Agreement, and (iv) all other purposes incidental to any of the foregoing. Each Borrower agrees that any action taken by the Company as the agent, attorney-in-fact and representative of the Borrowers shall be binding upon each Borrower to the same extent as if directly taken by such Borrower.

Designated Borrower. (a) The Parent may Substantially concurrently with (or at any time or from time after) the effectiveness of the Specified Acquisition Transaction (but solely to time the extent New Mylan is not a Successor Borrower hereunder), Mylan may (upon not less than 15 Business Days’ prior written notice to the Administrative Agent and the Lenders (or such shorter time as the Administrative Agent may agree)), subject to the provisions of this Section 2.21(a), designate New Mylan as a Borrower hereunder to receive Loans and make Borrowings hereunder by delivering to the Administrative Agent (which shall promptly notify deliver counterparts thereof to each Lender) a duly executed notice and agreement in substantially the form of Exhibit F (the “Designated Borrower Request and Assumption Agreement”). The Administrative Agent and each Lender agree that New Mylan may become a “Designated Borrower” pursuant hereto without any requirement of further consent from the Lenders thereof)or the Administrative Agent, with provided that (i) New Mylan is organized under the consent laws of a Permitted Jurisdiction, (ii) New Mylan takes all such actions and executes and delivers to the Administrative Agent (A) a joinder to this Agreement in the form of Exhibit H, (B) all documents and other information reasonably requested by the Lenders in order to allow the Lenders to comply with applicable “know your customer” and anti-money laundering rules and regulations, including the Act, (C) customary legal opinions substantially similar to those delivered pursuant to Section 4.01(b) (with such consent changes as may be appropriate to reflect local law concerns), (D) customary closing documents substantially similar to those delivered pursuant to Section 4.01(c) and (E) other documentation required under applicable Laws or this Section 2.21(a) or that may be reasonably required by the Administrative Agent, (iii) each Lender, at the time of such designation, shall be permitted under applicable Laws and shall be licensed to maintain the Term Loan at New Mylan in accordance with the terms of this Agreement and the other Loan Documents, or, if any such Lender is not so permitted, such Lender may be replaced pursuant to be unreasonably withheld; providedSection 2.18, and (iv) New Mylan shall have all governmental approvals and authorizations necessary to act, and perform its obligations, as a Borrower in connection with this Agreement and the Loan Documents. Subject to satisfaction of the requirements set forth above, the Administrative Agent shall withhold send a notice in substantially the form of Exhibit G (the “Designated Borrower Notice”) to Mylan and the Lenders specifying the effective date upon which New Mylan shall constitute a designated borrower for purposes hereof (New Mylan, upon the satisfaction of such consent if a Lender has notified conditions, the Administrative Agent that such Lender is not permitted under applicable law to lend in the jurisdiction where such Subsidiary is organized, and such withholding of consent is deemed reasonable; provided, further that the Administrative Agent may deem that no such prohibition exists unless it shall receive such notice from the relevant Lender within five Business Days thereof), add as a party to this Agreement any wholly-owned Subsidiary of the Parent to be a “Borrower” hereunder (such additional party, a “Designated Borrower”) by the execution and delivery to the Administrative Agent and ), whereupon each of the Lenders of (i) agrees that the Designated Borrower shall be a Borrower Request and Assumption, (ii) a supplement to the Guaranty Agreement and (iii) such other opinions, certificates or documents as may be required by Section 4.01(a)(ii), (a)(iii) and (a)(iv) and Section 4.01(e), as applicable to such Designated Borrower. Upon such execution, delivery and consent such Subsidiary shall for all purposes be a party thereto as a Borrower and a Loan Party as fully as if it had executed and delivered of this Agreement. So long as the principal and interest on any Loan made to any Designated Borrower under this Agreement shall have been repaid or paid in full, all Letters of Credit issued for the account of such Designated Borrower have expired or been returned and terminated and all other obligations of such Designated Borrower under this Agreement shall have been fully performed, the Parent may, by not less than 5 Business Days’ prior notice to the Administrative Agent (which shall promptly notify the Lenders thereof), terminate such Designated Borrower’s status as a “Borrower”. (b) Each Borrower hereby appoints the Company as its agent, attorney-in-fact and representative for the purpose of (i) making any borrowing requests or other requests required or permitted under this Agreement, (ii) the giving and receipt of notices by and to Borrowers under this Agreement, (iii) the delivery of all documents, reports, financial statements and written materials required to be delivered by Borrowers under this Agreement, and (iv) all other purposes incidental to any of the foregoing. Each Borrower agrees that any action taken by the Company as the agent, attorney-in-fact and representative of the Borrowers shall be binding upon each Borrower to the same extent as if directly taken by such Borrower.

Designated Borrower. (a) The Parent Company may at any time time, upon not less than 15 Business Days’ notice from the Company to the Administrative Agent (or from time such shorter period as may be agreed by the Lenders), designate any additional Subsidiary of the Company (other than an Immaterial Subsidiary or a Disregarded Entity) (an “Applicant Borrower”) as a Designated Borrower to time upon prior written notice receive Loans hereunder by delivering to the Administrative Agent (which shall promptly notify deliver counterparts thereof to each Lender) a duly executed notice and agreement in substantially the form of Exhibit F (a “Designated Borrower Request and Assumption Agreement”); provided that, with respect to any Foreign Subsidiary, the Lenders thereof), with must legally be able to make Loans to such Foreign Subsidiary in order for such Foreign Subsidiary to become a Designated Borrower hereunder. The parties hereto acknowledge and agree that prior to any Applicant Borrower becoming entitled to utilize the consent of credit facilities provided for herein the Administrative Agent and each Lender shall have (i) received such consent not supporting resolutions, incumbency certificates, opinions of counsel, reasonably satisfactory “know your customer” information and other documents or information, in form, content and scope reasonably satisfactory to the Administrative Agent, as may be unreasonably withheld; provided, required by the Administrative Agent shall withhold or such consent if a Lender has notified Lender, each in its reasonable discretion, and Notes signed by such new Borrowers to the Administrative Agent that extent such Lender so requires and (ii) with respect to any Applicant Borrower which is not permitted under applicable law a Foreign Subsidiary, approved, in its sole discretion, the designation of such Applicant Borrower as a Designated Borrower hereunder. Subject to lend in any approval required pursuant to clause (ii) above and the jurisdiction where such Subsidiary is organized, requirements of Sections 3.06(a)(ii) and such withholding of consent is deemed reasonable; provided, further that the Administrative Agent may deem that no such prohibition exists unless it shall receive such notice from the relevant Lender within five Business Days thereof(iii), add as a party to this Agreement any wholly-owned Subsidiary of the Parent to be a “Borrower” hereunder (such additional party, a “Designated Borrower”) by the execution and delivery to if the Administrative Agent and the Lenders agree that an Applicant Borrower shall be entitled to receive Loans hereunder, then promptly following receipt of all such requested resolutions, incumbency certificates, opinions of counsel, “know your customer” information and other documents or information, the Administrative Agent shall send a notice in substantially the form of Exhibit G (a “Designated Borrower Notice”) to the Company and the Lenders specifying the effective date upon which the Applicant Borrower shall constitute a Designated Borrower for purposes hereof, whereupon each of the Lenders agrees to permit such Designated Borrower to receive Loans hereunder, on the terms and conditions set forth herein, and each of the parties agrees that such Designated Borrower otherwise shall be a Borrower for all purposes of this Agreement; provided that no Loan Notice or Letter of Credit Application may be submitted by or on behalf of such Designated Borrower until the date five Business Days after such effective date. (b) The Obligations of the Company and each Designated Borrower that is a Domestic Subsidiary shall be joint and several in nature. The Obligations of all Designated Borrowers that are Foreign Subsidiaries shall be joint and several in nature with the Obligations of all other Designated Borrowers that are Foreign Subsidiaries, provided that to the extent adverse tax consequences would arise from any such joint and several arrangements, such Obligations shall be several in nature. The Company shall guarantee all Obligations of the Designated Borrowers pursuant to the Company Guaranty. (c) Each Subsidiary of the Company that is or becomes a “Designated Borrower” pursuant to this Section 2.14 hereby irrevocably appoints the Company as its agent for all purposes relevant to this Agreement and each of the other Loan Documents, including (i) a Borrower Request the giving and Assumptionreceipt of notices, (ii) a supplement to the Guaranty Agreement execution and delivery of all documents, Instruments and certificates contemplated herein and all modifications hereto, and (iii) the receipt of the proceeds of any Loans made by the Lenders to any such Designated Borrower hereunder. Any acknowledgment, consent, direction, certification or other action which might otherwise be valid or effective only if given or taken by all Borrowers, or by each Borrower acting singly, shall be valid and effective if given or taken only by the Company, whether or not any such other opinionsBorrower joins therein. Any notice, certificates demand, consent, acknowledgement, direction, certification or documents other communication delivered to the Company in accordance with the terms of this Agreement shall be deemed to have been delivered to each Designated Borrower. (d) The Company may from time to time, upon not less than 15 Business Days’ notice from the Company to the Administrative Agent (or such shorter period as may be required agreed by Section 4.01(a)(iithe Administrative Agent in its sole discretion), (a)(iii) and (a)(iv) and Section 4.01(e)terminate a Designated Borrower’s status as such, as applicable to provided that there are no outstanding Loans payable by such Designated Borrower. Upon such execution, delivery and consent such Subsidiary shall for all purposes be a party thereto as a Borrower and a Loan Party as fully as if it had executed and delivered this Agreement. So long as the principal and interest on any Loan made to any Designated Borrower under this Agreement shall have been repaid or paid in full, all no outstanding Letters of Credit issued for the account of such Designated Borrower have expired or been returned and terminated and all no other obligations of amounts payable by such Designated Borrower under this Agreement shall have been fully performedon account of any Loans made to it or Letters of Credit issued for its account, as of the Parent may, by not less than 5 Business Days’ prior notice to the effective date of such termination. The Administrative Agent (which shall will promptly notify the Lenders thereof), terminate of any such termination of a Designated Borrower’s status as a “Borrower”status. (b) Each Borrower hereby appoints the Company as its agent, attorney-in-fact and representative for the purpose of (i) making any borrowing requests or other requests required or permitted under this Agreement, (ii) the giving and receipt of notices by and to Borrowers under this Agreement, (iii) the delivery of all documents, reports, financial statements and written materials required to be delivered by Borrowers under this Agreement, and (iv) all other purposes incidental to any of the foregoing. Each Borrower agrees that any action taken by the Company as the agent, attorney-in-fact and representative of the Borrowers shall be binding upon each Borrower to the same extent as if directly taken by such Borrower.

Designated Borrower. (a) The Parent Timken may at any time or and from time to time time, upon prior written not less than 10 Business Days’ notice from Timken to the Co-Administrative Agent Agents (or such shorter period as may be agreed by the Co-Administrative Agents in their sole discretion), designate any Foreign Subsidiary of Timken (an “Applicant Designated Borrower”) as a Designated Borrower to receive Loans hereunder by delivering to the Co-Administrative Agents (which shall promptly notify deliver counterparts thereof to each Lender) a duly executed notice and agreement in substantially the Lenders thereof), with the consent form of the Administrative Agent Exhibit I (such consent not to be unreasonably withheld; provided, the Administrative Agent shall withhold such consent if a Lender has notified the Administrative Agent that such Lender is not permitted under applicable law to lend in the jurisdiction where such Subsidiary is organized, and such withholding of consent is deemed reasonable; provided, further that the Administrative Agent may deem that no such prohibition exists unless it shall receive such notice from the relevant Lender within five Business Days thereof), add as a party to this Agreement any wholly-owned Subsidiary of the Parent to be a “Borrower” hereunder (such additional party, a “Designated BorrowerBorrower Request and Assumption Agreement”). The parties hereto acknowledge and agree that prior to any Applicant Designated Borrower becoming entitled to utilize the credit facilities provided for herein (i) by the execution Co-Administrative Agents and delivery the Lenders must each agree in writing to such Designated Borrower becoming a Borrower hereunder and (ii) the Co-Administrative Agent and the Lenders shall have received such supporting resolutions, incumbency certificates, opinions of counsel and other documents or information (i) a including, without limitation, all documentation and other information with respect to such Designated Borrower Request requested by any such Lender in order to comply with its obligations under applicable “know your customer” and Assumptionanti-money laundering rules and regulations, (ii) a supplement including the USA Patriot Act), in form, content and scope reasonably satisfactory to the Guaranty Agreement and (iii) such other opinionsCo-Administrative Agents, certificates or documents as may be required by Section 4.01(a)(ii)the Co-Administrative Agents in their sole discretion, (a)(iii) and (a)(iv) and Section 4.01(e), as applicable to Notes signed by such Designated BorrowerBorrower to the extent any Lenders so require. Upon If the Co-Administrative Agents and each of the Lenders agree that the Applicant Designated Borrower shall be entitled to receive Loans hereunder, then promptly following receipt of all such executionrequested resolutions, delivery incumbency certificates, opinions of counsel and consent other documents or information and the fully executed Timken Guaranty Agreement, the Co-Administrative Agents shall send a notice in substantially the form of Exhibit J (a “Designated Borrower Notice”) to Timken and the Lenders specifying the effective date upon which the Applicant Designated Borrower shall constitute a Designated Borrower for purposes hereof, whereupon each of the Lenders agrees to permit such Subsidiary Designated Borrower to receive Loans hereunder, on the terms and conditions set forth herein, and each of the parties agrees that such Designated Borrower otherwise shall be a Borrower for all purposes be a party thereto as a Borrower and a Loan Party as fully as if it had executed and delivered of this Agreement. So long as the principal and interest ; provided that no Committed Loan Notice may be submitted on any Loan made to any Designated Borrower under this Agreement shall have been repaid or paid in full, all Letters of Credit issued for the account behalf of such Designated Borrower have expired or been returned and terminated and all other obligations of until the date five Business Days after such Designated Borrower under this Agreement shall have been fully performed, the Parent may, by not less than 5 Business Days’ prior notice to the Administrative Agent (which shall promptly notify the Lenders thereof), terminate such Designated Borrower’s status as a “Borrower”effective date. (b) Each The Obligations of each Borrower hereby appoints (including each Designated Borrower) shall be several in nature. Notwithstanding anything in this Agreement or any other Loan Document to the Company as its agentcontrary, attorney-in-fact and representative for the purpose of (i) making any borrowing requests or other requests required or permitted the obligation of each Designated Borrower, in its capacity as such, under this Agreement, Agreement and the other Loan Documents is several and not joint and (ii) each Designated Borrower shall not have any liability for the payment of any Obligation other than the Designated Borrower Obligations of such Designated Borrower. (c) Any Foreign Subsidiary of Timken that becomes the “Designated Borrower” pursuant to this Section 2.17 hereby irrevocably appoints Timken as its agent for all purposes relevant to this Agreement and each of the other Loan Documents, including (i) the giving and receipt of notices by and to Borrowers under this Agreement, (iiiii) the execution and delivery of all documents, reportsinstruments and certificates contemplated herein and all modifications hereto. Any acknowledgment, financial statements consent, direction, certification or other action which might otherwise be valid or effective only if given or taken by all Borrowers, or by Timken and written materials required the Designated Borrowers acting singly, shall be valid and effective if given or taken only by Timken, whether or not the Designated Borrowers join therein. Any notice, demand, consent, acknowledgement, direction, certification or other communication delivered to Timken in accordance with the terms of this Agreement shall be deemed to have been delivered to the applicable Designated Borrower. (d) Timken may from time to time, upon not less than 10 Business Days’ notice from Timken to the Co-Administrative Agents (or such shorter period as may be agreed by Borrowers under this Agreementthe Co-Administrative Agents in its sole discretion), and (iv) all terminate any Designated Borrower’s status as such, provided that there are no outstanding Loans payable by such Designated Borrower, or other purposes incidental amounts payable by such Designated Borrower on account of any Loans made to any it, as of the foregoingeffective date of such termination. Each Borrower agrees that The Co-Administrative Agents will promptly notify the Lenders of any action taken by the Company as the agent, attorney-in-fact and representative such termination of the Borrowers shall be binding upon each Borrower to the same extent as if directly taken by such Designated Borrower’s status.

Designated Borrower. (a) The Parent Company may at any time or time, (i) in the case of any Domestic Subsidiary, upon at least ten Business Days’ prior notice from time to time upon prior written notice the Company to the Administrative Agent and (ii) in the case of any Foreign Subsidiary, at least 15 Business Days’ prior notice from the Company to the Agent (or such shorter period as may be agreed by the Agent in its sole discretion), designate any Wholly-Owned Subsidiary of the Company (an “Applicant Borrower”) as a Designated Borrower to receive Loans hereunder by delivering to the Agent (which shall promptly notify deliver counterparts thereof to each Lender) (A) a duly executed notice and agreement in substantially the Lenders thereof)form of 168 Exhibit I, and (B) with the consent respect to any Foreign Subsidiary, a duly executed counterpart of the Administrative Agent Foreign Subsidiary Guaranty guaranteeing the other Borrowers that are Foreign Subsidiaries’ obligations under the Loan Documents (such consent not provided that, if a Foreign Subsidiary incorporated in Australia is restricted from becoming a Borrower (and a Guarantor) by reason of section 260A of the Australian Corporations Act it shall conduct a financial assistance ‘whitewash’ pursuant to be unreasonably withheld; providedsection 260B of the Australian Corporations Act to overcome that restriction prior to its designation as a Borrower). The parties hereto acknowledge and agree that prior to any Applicant Borrower becoming entitled to utilize the credit facilities provided for herein, the Administrative Agent shall withhold such consent if a Lender has notified the Administrative Agent that such Lender is not permitted under applicable law to lend in the jurisdiction where such Subsidiary is organized, and such withholding of consent is deemed reasonable; provided, further that the Administrative Agent may deem that no such prohibition exists unless it shall receive such notice from the relevant Lender within five Business Days thereof), add as a party to this Agreement any wholly-owned Subsidiary of the Parent to be a “Borrower” hereunder (such additional party, a “Designated Borrower”) by the execution and delivery to the Administrative Agent and the Lenders under such credit facilities shall have received such supporting resolutions, incumbency certificates, opinions of (i) counsel and other documents or information, including all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act and, in the case of any Applicant Borrower that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification in relation to such Applicant Borrower Request to any Lender that so requests, in each case form, content and Assumption, (ii) a supplement scope reasonably satisfactory to the Guaranty Agreement and (iii) such other opinionsAgent, certificates or documents as may be required by Section 4.01(a)(iithe Agent or such Lenders in their sole discretion, and Notes signed by such new Borrowers to the extent any of such Lenders so require. If the Agent and, with respect only to a putative Borrower (x) under a Facility under which Borrowings of any Foreign Currency may be made or (y) that is an entity organized or formed outside of the United States of America, each Lender under such Facility, approve (in each case its sole discretion) an Applicant Borrower and agree that an Applicant Borrower shall be entitled to receive Loans hereunder, then promptly following receipt of all such requested resolutions, incumbency certificates, opinions of counsel and other documents or information (provided, that if the Agent shall have already reasonably recently received any such required information or corporate formality with respect to an Applicant Borrower, then the Agent may, in its sole discretion, waive the delivery of such information or corporate formality which would otherwise be required pursuant hereto), (a)(iii) the Agent shall send a notice in substantially the form of Exhibit J to the Company and (a)(iv) and Section 4.01(e)the Lenders specifying the effective date upon which the Applicant Borrower shall constitute a Designated Borrower for purposes hereof, as applicable whereupon each of the Lenders agrees to permit such Designated Borrower. Upon Borrower to receive Loans hereunder, on the terms and conditions set forth herein, and each of the parties agrees that such execution, delivery and consent such Subsidiary Designated Borrower otherwise shall be a Borrower for all purposes be a party thereto as a Borrower and a Loan Party as fully as if it had executed and delivered of this Agreement. So long as the principal and interest ; provided that no Notice of Borrowing or Notice of Application may be submitted by or on any Loan made to any Designated Borrower under this Agreement shall have been repaid or paid in full, all Letters of Credit issued for the account behalf of such Designated Borrower have expired or been returned and terminated and all other obligations until the date five Business Days after such effective date. Upon the effectiveness of the designation of any Designated Borrower pursuant to this Section 9.09, such Designated Borrower under shall be deemed to be a Transpacific Revolver Borrower, Multicurrency Revolver Borrower and/or Borrower for purposes of any other Facility, as specified by the Company and the Agent in the notices delivered pursuant to Exhibit I and Exhibit J and, in any event, subject to the consent of the applicable Lenders in accordance with the immediately preceding sentence. In addition, this Agreement shall have been fully performed, the Parent may, by not less than 5 Business Days’ prior notice be deemed amended to the Administrative extent (but only to the extent) necessary to reflect such designation, and any such deemed amendment may be memorialized in writing by the Agent (which shall promptly notify and the Lenders thereof), terminate such Designated Borrower’s status as a “Borrower”Company and furnished to the other Persons then party to this Agreement. (b) The Obligations of the Company and each Designated Borrower that is a Domestic Subsidiary shall be joint and several in nature. The Obligations of all Designated Borrowers that are Foreign Subsidiaries shall be several in nature. 169 (c) Each Borrower Subsidiary of the Company that is or becomes a “Designated Borrower” pursuant to this Section 9.09 hereby irrevocably appoints the Company as its agentagent for all purposes relevant to this Agreement and each of the other Loan Documents, attorney-in-fact and representative for the purpose of including (i) making any borrowing requests or other requests required or permitted under this Agreement, (ii) the giving and receipt of notices by and to Borrowers under this Agreementnotices, (iiiii) the execution and delivery of all documents, reports, financial statements instruments and written materials required to be delivered by Borrowers under this Agreementcertificates contemplated herein and all modifications hereto, and (iviii) all other purposes incidental the receipt of the proceeds of any Loans made by the Lenders to any such Designated Borrower hereunder. Any acknowledgment, consent, direction, certification or other action which might otherwise be valid or effective only if given or taken by all Borrowers, or by each Borrower acting singly, shall be valid and effective if given or taken only by the Company, whether or not any such other Borrower joins therein. Any notice, demand, consent, acknowledgement, direction, certification or other communication delivered to the Company in accordance with the terms of this Agreement shall be deemed to have been delivered to each Designated Borrower. (d) The Company may from time to time, upon not less than 10 Business Days’ notice from the Company to the Agent (or such shorter period as may be agreed by the Agent in its sole discretion), terminate a Designated Borrower’s status as such, provided that there are no outstanding Loans payable by such Designated Borrower, or other amounts payable by such Designated Borrower on account of any Loans made to it, as of the foregoingeffective date of such termination. Each Borrower agrees that The Agent will promptly notify the Lenders of any action taken by the Company as the agent, attorney-in-fact and representative such termination of the Borrowers shall be binding upon each Borrower to the same extent as if directly taken by such a Designated Borrower’s status.

Designated Borrower. (a) The Effective as of the Fifth Amendment Effective Date, each of Quail Tools, L.P.; ▇▇▇▇▇▇ Drilling Arctic Operating, LLC; and ▇▇▇▇▇▇ Drilling Offshore USA, L.L.C. shall be a “Designated Borrower” hereunder and may receive Loans for its account on the terms and conditions set forth in this Agreement; provided that such Subsidiary shall be a Wholly-Owned Subsidiary of the Parent Borrower and shall remain a Wholly-Owned Subsidiary of the Parent Borrower for as long as such Subsidiary is a Designated Borrower; provided further that if such Subsidiary is a Wholly-Owned Domestic Subsidiary of the Parent Borrower at the time such Subsidiary becomes a Designated Borrower, such Subsidiary shall remain a Wholly-Owned Domestic Subsidiary of the Parent Borrower for as long as such Subsidiary is a Designated Borrower. (b) So long as no Default shall have occurred and is continuing or shall result therefrom: the Parent Borrower may at any time or time, upon not less than fifteen (15) Business Days’ notice from time to time upon prior written notice the Parent Borrower to the Administrative Agent (which shall promptly notify the Lenders thereof), with the consent of or such shorter period as may be agreed by the Administrative Agent in its sole discretion), designate any additional Subsidiary of the Company that is not already a Designated Borrower (such consent not an “Applicant Borrower”) as a Designated Borrower to receive Loans hereunder by delivering to the (1) no Lender objects to the addition of an Applicant Borrower as a Designated Borrower as set forth in clause (x) of the preceding sentence and (2) the Administrative Agent determines in its sole discretion that an Applicant Borrower shall be unreasonably withheld; providedentitled to receive Loans hereunder, then promptly following receipt of all the Applicant Borrower Materials, the Administrative Agent shall withhold send a notice in substantially the form of Exhibit J (a “Designated Borrower Notice”) to the Parent Borrower and the Lenders specifying the effective date upon which the Applicant Borrower shall constitute a Designated Borrower for purposes hereof, whereupon each of the Lenders agrees to permit such consent if a Lender has notified Designated Borrower to receive Loans hereunder, on the Administrative Agent terms and conditions set forth herein, and each of the parties agrees that such Lender is not permitted under applicable law to lend in the jurisdiction where such Subsidiary is organized, and such withholding Designated Borrower otherwise shall be a Borrower for all purposes of consent is deemed reasonablethis Agreement; provided, further that the Administrative Agent may deem provided that no Committed Loan Notice or Letter of Credit Application may be submitted by or on behalf of such prohibition exists unless it shall receive such notice from Designated Borrower until the relevant Lender within date five (5) Business Days thereof), add as after such effective date. (c) The Obligations of the Parent Borrower and each Designated Borrower that is a party to this Agreement any wholly-owned Subsidiary shall be joint and several in nature. (d) Each Subsidiary of the Parent to be a “Borrower” hereunder (such additional party, Borrower that is or becomes a “Designated Borrower”) by ” pursuant to this Section 2.14 hereby irrevocably confirms the execution appointment and delivery to powers of the Administrative Agent and the Lenders of (i) a Borrower Request and Assumption, (ii) a supplement to the Guaranty Agreement and (iii) such other opinions, certificates or documents as may be required by Section 4.01(a)(ii), (a)(iii) and (a)(iv) and Section 4.01(e), as applicable to such Designated Borrower. Upon such execution, delivery and consent such Subsidiary shall for all purposes be a party thereto as a Borrower and a Loan Party as fully as if it had executed and delivered this Agreement. So long as the principal and interest on any Loan made to any Designated Parent Borrower under this Agreement shall have been repaid or paid in fullArticle XI and will become a Guarantor pursuant to Section 6.09. (e) The Parent Borrower may from time to time, all Letters of Credit issued for the account of such Designated Borrower have expired or been returned and terminated and all other obligations of such Designated Borrower under this Agreement shall have been fully performed, the Parent may, by upon not less than 5 fifteen (15) Business Days’ prior notice from the Parent Borrower to the Administrative Agent (which shall promptly notify or such shorter period as may be agreed by the Lenders thereofAdministrative Agent in its sole discretion), terminate such a Designated Borrower’s status as such, provided that (i) there are no outstanding Loans payable by such Designated Borrower, or other amounts payable by such Designated Borrower on account of any Loans made to it, as of the effective date of such termination or (ii) if Total Outstandings exceed the Line Cap at the time of such termination of status, the Borrowers shall contemporaneously make such prepayments as are required hereunder. The Administrative Agent will promptly notify the Lenders of any such termination of a “Designated Borrower”’s status. (bf) Each Borrower hereby appoints the Company as Any Lender may fulfill its agent, attorney-in-fact and representative for the purpose Commitment hereunder in respect of (i) making any borrowing requests or other requests required or permitted under this Agreement, (ii) the giving and receipt of notices by and to Borrowers under this Agreement, (iii) the delivery of all documents, reports, financial statements and written materials required Loans requested to be delivered made hereunder by Borrowers such Lender to a Designated Borrower not organized under this Agreement, and (iv) all other purposes incidental to any the laws of the foregoing. Each United States, or any State thereof, by causing an Affiliate of such Lender to act for such Lender to make such Loans to such Designated Borrower agrees that any action taken by in the Company as the agent, attorney-in-fact place and representative stead of the Borrowers shall be binding upon each Borrower to the same extent as if directly taken by such BorrowerLender.